Equity awards vest for Dana (NYSE: DAN) VP & Chief Accounting Officer

Rhea-AI Filing Summary

DANA Inc executive James D. Kellett reported equity award vesting and related tax withholding transactions. He acquired 2,402 shares of common stock through the conversion of restricted stock units and 213 shares through the exercise of dividend equivalent rights, both at a price of $0.00 per share.

To cover his tax obligation on these awards, 768 shares of common stock were withheld at a price of $33.16 per share, as noted in the footnotes. After these transactions, he continued to hold common stock directly, along with remaining dividend equivalent rights tied to prior awards.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kellett James D

(Last) (First) (Middle)

3939 TECHNOLOGY DRIVE

(Street)

MAUMEE OH 43537

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DANA Inc [ DAN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01	02/14/2026		M		2,402	A	$0.0000	6,729	D
Common Stock, par value $0.01	02/14/2026		M		213	A	$0.0000	6,942	D
Common Stock, par value $0.01	02/14/2026		F		768(1)	D	$33.16	6,174	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Dividend Equivalent Rights	(2)	02/14/2026		M			213	(2)	(2)	Common Stock, par value $0.01	213	$0.0000	492	D
Restricted Stock Units	(3)	02/14/2026		M			2,402	02/14/2024(4)	(4)	Common Stock, par value $0.01	2,402	$0.0000	0.0000	D

Explanation of Responses:

1. Represents the total number of shares of common stock withheld for the Reporting Person's tax obligation.

2. Dividend equivalent rights accrued on previously granted restricted stock units and become exercisable proportionately with the restricted stock units to which they relate, which have vested.

3. Each restricted stock unit granted represents the right to receive one share of Dana common stock or, at the election of Dana, cash equal to the market value per share. Each restricted stock unit contains dividend equivalent rights.

4. Restricted stock units granted vest in three (3) equal annual installments beginning on the first anniversary date of the grant.

	/s/ Laura L. Aossey on behalf of James D. Kellett	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did DANA (DAN) executive James D. Kellett report?

James D. Kellett reported vesting of equity awards and related tax withholding. Restricted stock units and dividend equivalent rights converted into common stock, and some shares were withheld to satisfy tax obligations, reflecting routine compensation-related activity rather than an open-market stock purchase or sale.

How many DANA (DAN) shares were withheld for James D. Kellett’s taxes?

A total of 768 shares of DANA common stock were withheld to cover James D. Kellett’s tax obligation. The withholding price was $33.16 per share, as disclosed, and is classified as a tax-withholding disposition rather than an open-market share sale.

What restricted stock unit activity did DANA (DAN) disclose for James D. Kellett?

DANA disclosed that 2,402 restricted stock units for James D. Kellett were converted into an equal number of common shares at $0.00 per share. Each restricted stock unit represents the right to receive one share of common stock or equivalent cash at DANA’s election.

What are dividend equivalent rights in the DANA (DAN) Form 4 for James D. Kellett?

Dividend equivalent rights are accruals tied to previously granted restricted stock units and become exercisable proportionately as those units vest. For James D. Kellett, 213 such rights were exercised into common stock, and remaining rights continue to relate to earlier restricted stock unit awards.

How do DANA (DAN) restricted stock units vest for James D. Kellett?

Restricted stock units granted to James D. Kellett vest in three equal annual installments, starting on the first anniversary of the grant date. As they vest, units convert into common stock or cash, and associated dividend equivalent rights become exercisable proportionately with the underlying units.